Liberty Star Uranium & Metals Corp.: Exhibit 10.13 - Filed by newsfilecorp.com






	LBSR 	
     Interest free if paid in full
    

    within 3 months 




CONVERTIBLE PROMISSORY NOTE 

FOR VALUE RECEIVED, Liberty Star Uranium & Metals
Corp., a Nevada corporation (the “Issuer” of this Security) with at least
1,300,000,000 common shares issued and outstanding, issues this Security and
promises to pay to JMJ Financial, a Nevada sole proprietorship, or its Assignees
(the “Investor”) the Principal Sum along with the Interest Rate and any other
fees according to the terms herein. This Note will become effective only upon
execution by both parties and delivery of the first payment of Consideration by
the Investor (the “Effective Date”). 

The Principal Sum is up to $500,000 (five hundred thousand)
plus accrued and unpaid interest and any other fees. The Consideration is
$450,000 (four hundred fifty thousand) payable by wire (there exists a $50,000
original issue discount (the “OID”)). The Investor shall pay $50,000 of
Consideration upon closing of this Note. The Investor may pay additional
Consideration to the Issuer in such amounts and at such dates as the Investor
may choose, however, the Issuer has the right to reject any of those payments
within 24 hours of receipt of rejected payments. THE PRINCIPAL SUM DUE TO THE
INVESTOR SHALL BE BASED ON THE CONSIDERATION ACTUALLY PAID BY INVESTOR (PLUS AN
APPROXIMATE 10% ORIGINAL ISSUE DISCOUNT THAT IS BASED ON THE CONSIDERATION
ACTUALLY PAID BY THE INVESTOR AS WELL AS ANY OTHER INTEREST OR FEES) SUCH
THAT THE ISSUER IS ONLY REQUIRED TO REPAY THE AMOUNT FUNDED AND THE ISSUER IS
NOT REQUIRED TO REPAY ANY UNFUNDED PORTION OF THIS NOTE. The Maturity Date
is two years from the Effective Date of each payment (the “Maturity Date”) and
is the date upon which the Principal Sum of this Note, as well as any unpaid
interest and other fees, shall be due and payable. The Conversion Price is 70%
of the average of the three lowest closing prices in the 20 trading days
previous to the conversion (In the case that conversion shares are not
deliverable by DWAC an additional 10% discount will apply; and if the shares are
ineligible for deposit into the DTC system and only eligible for Xclearing
deposit an additional 5% discount shall apply; in the case of both an additional
cumulative 15% discount shall apply). Unless otherwise agreed in writing by both
parties, at no time will the Investor convert any amount of the Note into common
stock that would result in the Investor owning more than 4.99% of the common
stock outstanding. 

1. ZERO Percent Interest for the First Three
Months. The Issuer may repay this Note at any time on or before 90 days from
the Effective Date, after which the Issuer may not make further payments on this
Note prior to the Maturity Date without written approval from the Investor.
If the Issuer repays a payment of Consideration on or before 90 days from the
Effective Date of that payment, the Interest Rate on that payment of
Consideration shall be ZERO PERCENT (0%). If the Issuer does not repay a
payment of Consideration on or before 90 days from its Effective Date, a
one-time Interest charge of 12% shall be applied to the Principal Sum. Any
interest payable is in addition to the OID, and that OID remains payable
regardless of time and manner of payment by the Issuer. 

2. Conversion. The Investor has the right, at any time
after the Effective Date, at its election, to convert all or part of the
outstanding and unpaid Principal Sum and accrued interest (and any other fees)
into shares of fully paid and non-assessable shares of common stock of the
Issuer as per this conversion formula: Number of shares receivable upon
conversion equals the dollar conversion amount divided by the Conversion Price.
Conversions may be delivered to the Issuer by method of the Investor’s choice
(including but not limited to email, facsimile, mail, overnight courier, or
personal delivery), and all conversions shall be cashless and not require
further payment from the Investor. If no objection is delivered from the Issuer
to the Investor regarding any variable or calculation of the conversion notice
within 24 hours of delivery of the conversion notice, the Issuer shall have been
thereafter deemed to have irrevocably confirmed and irrevocably ratified such
notice of conversion and waived any objection thereto. The Issuer shall deliver
the shares from any conversion to the Investor (in any name directed by the
Investor) within 3 (three) business days of conversion notice delivery. 

3. Conversion Delays. If the Issuer fails to deliver
shares in accordance with the timeframe stated in Section 2, the Investor, at
any time prior to selling all of those shares, may rescind any portion, in whole
or in part, of that particular conversion attributable to the unsold shares and
have the rescinded conversion amount returned to the Principal Sum with the
rescinded conversion shares returned to the Issuer (under the Investor’s and the
Issuer’s expectations that any returned conversion amounts will tack back to the
original date of the Note). In addition, for each conversion, in the event that
shares are not delivered by the fourth business day (inclusive of the day of
conversion), a penalty of $2,000 per day will be assessed for each day after the
third business day (inclusive of the day of the conversion) until share delivery
is made; and such penalty will be added to the Principal Sum of the Note (under
the Investor’s and the Issuer’s expectations that any penalty amounts will tack
back to the original date of the Note). 

4. Reservation of Shares. At all times during which this
Note is convertible, the Issuer will reserve from its authorized and unissued
Common Stock to provide for the issuance of Common Stock upon the full
conversion of this Note. The Issuer will at all times reserve at least
625,000,000 shares of Common Stock for conversion. 

5. This Section 5 Intentionally Left Blank 

6. This Section 6 Intentionally Left Blank 

7. Default. The following are events of default under
this Note: (i) the Issuer shall fail to pay any principal under the Note when
due and payable (or payable by conversion) thereunder; or (ii) the Issuer shall
fail to pay any interest or any other amount under the Note when due and payable
(or payable by conversion) thereunder; or (iii) a receiver, trustee or other
similar official shall be appointed over the Issuer or a material part of its
assets and such appointment shall remain uncontested for twenty (20) days or
shall not be dismissed or discharged within sixty (60) days; or (iv) the Issuer
shall become insolvent or generally fails to pay, or admits in writing its
inability to pay, its debts as they become due, subject to applicable grace
periods, if any; or (v) the Issuer shall make a general assignment for the benefit of creditors; or (vi) the Issuer shall file a
petition for relief under any bankruptcy, insolvency or similar law (domestic or
foreign); or (vii) an involuntary proceeding shall be commenced or filed against
the Issuer; or (viii) the Issuer shall lose its status as “DTC Eligible” or the
Issuer’s shareholders shall lose the ability to deposit (either electronically
or by physical certificates, or otherwise) shares into the DTC System; or (ix)
the Issuer shall become delinquent in its filing requirements as a
fully-reporting issuer registered with the SEC; or (x) the Issuer shall fail to
meet all requirements to satisfy the availability of Rule 144 to the Investor or
its assigns including but not limited to timely fulfillment of its filing
requirements as a fully-reporting issuer registered with the SEC, requirements
for XBRL filings, and requirements for disclosure of financial statements on its
website. 




8. Remedies. In the event of any default, the
outstanding principal amount of this Note, plus accrued but unpaid interest,
liquidated damages, fees and other amounts owing in respect thereof through the
date of acceleration, shall become, at the Investor’s election, immediately due
and payable in cash at the Mandatory Default Amount. The Mandatory Default
Amount means the greater of (i) the outstanding principal amount of this Note,
plus all accrued and unpaid interest, liquidated damages, fees and other amounts
hereon, divided by the Conversion Price on the date the Mandatory Default Amount
is either demanded or paid in full, whichever has a lower Conversion Price,
multiplied by the VWAP on the date the Mandatory Default Amount is either
demanded or paid in full, whichever has a higher VWAP, or (ii) 150% of the
outstanding principal amount of this Note, plus 100% of accrued and unpaid
interest, liquidated damages, fees and other amounts hereon. Commencing five (5)
days after the occurrence of any event of default that results in the eventual
acceleration of this Note, the interest rate on this Note shall accrue at an
interest rate equal to the lesser of 18% per annum or the maximum rate permitted
under applicable law. In connection with such acceleration described herein, the
Investor need not provide, and the Issuer hereby waives, any presentment,
demand, protest or other notice of any kind, and the Investor may immediately
and without expiration of any grace period enforce any and all of its rights and
remedies hereunder and all other remedies available to it under applicable law.
Such acceleration may be rescinded and annulled by the Investor at any time
prior to payment hereunder and the Investor shall have all rights as a holder of
the note until such time, if any, as the Investor receives full payment pursuant
to this Section 8. No such rescission or annulment shall affect any subsequent
event of default or impair any right consequent thereon. Nothing herein shall
limit the Investor’s right to pursue any other remedies available to it at law
or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Issuer’s failure to timely deliver
certificates representing shares of Common Stock upon conversion of the Note as
required pursuant to the terms hereof. 

9. No Shorting. The Investor agrees that so long as this
Note from the Issuer to the Investor remains outstanding, the Investor will not
enter into or effect “short sales” of the Common Stock or hedging transaction
which establishes a net short position with respect to the Common Stock of the
Issuer. The Issuer acknowledges and agrees that upon delivery of a conversion
notice by the Investor, the Investor immediately owns the shares of Common Stock
described in the conversion notice and any sale of those shares issuable under
such conversion notice would not be considered short sales. 

10. Assignability. The Issuer may not assign this Note.
This Note will be binding upon the Issuer and its successors and will inure to
the benefit of the Investor and its successors and assigns and may be assigned
by the Investor to anyone without the Issuer’s approval. 

11. Governing
Law. This Note will be governed by, and construed and enforced in accordance
with, the laws of the State of Nevada, without regard to the conflict of laws
principles thereof. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of Florida or in the federal courts located in Miami-Dade
County, in the State of Florida. Both parties and the individuals signing this
Agreement agree to submit to the jurisdiction of such courts. 

12. Delivery of Process by the Investor to the Issuer.
In the event of any action or proceeding by the Investor against the Issuer, and
only by the Investor against the Issuer, service of copies of summons and/or
complaint and/or any other process which may be served in any such action or
proceeding may be made by the Investor via U.S. Mail, overnight delivery service
such as FedEx or UPS, email, fax, or process server, or by mailing or otherwise
delivering a copy of such process to the Issuer at its last known attorney as
set forth in its most recent SEC filing. 

13. Attorney Fees. If any attorney is employed by either
party with regard to any legal or equitable action, arbitration or other
proceeding brought by such party for enforcement of this Note or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of this Note, the prevailing party will be entitled to recover
from the other party reasonable attorneys' fees and other costs and expenses
incurred, in addition to any other relief to which the prevailing party may be
entitled. 

14. Opinion of Counsel. In the event that an opinion of
counsel is needed for any matter related to this Note, the Investor has the
right to have any such opinion provided by its counsel. Investor also has the
right to have any such opinion provided by Issuer’s counsel. 

15. Notices.
Any notice required or permitted hereunder (including Conversion Notices) must
be in writing and either personally served, sent by facsimile or email
transmission, or sent by overnight courier. Notices will be deemed effectively
delivered at the time of transmission if by facsimile or email, and if by
overnight courier the business day after such notice is deposited with the
courier service for delivery. 

	Issuer: 

	 	Investor: 

	James Briscoe 	 	JMJ Financial 
	Liberty Star Uranium & Metals Corp. 	 	Its Principal 
	Chief Executive Officer 	 	  
	 	 	 
	Date: ____________________________________	 	Date: ____________________________________